SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Linehan Patrick Douglas

(Last)

(First)

(Middle)

C/O CONAGRA FOODS, INC.

ONE CONAGRA DRIVE

(Street)

OMAHA

68102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2009

3. Issuer Name and Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [ CAG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corporate Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	290	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽¹⁾	09/26/2013	Common Stock	15,000	$24.48	D
Options (right to buy)	⁽²⁾	07/16/2014	Common Stock	16,500	$26.8	D
Options (right to buy)	⁽³⁾	07/15/2015	Common Stock	12,000	$21.26	D
Share Equivalent Units	⁽⁴⁾	09/27/2009	Common Stock	8,000	⁽⁸⁾	D
Share Equivalent Units	⁽⁵⁾	05/30/2010	Common Stock	3,300	⁽⁸⁾	D
Share Equivalent Units	⁽⁶⁾	05/08/2011	Common Stock	6,000	⁽⁸⁾	D
Share Equivalent Units	⁽⁷⁾	07/16/2011	Common Stock	2,400	⁽⁸⁾	D

Explanation of Responses:

1. Options vest 40% on September 27, 2007, 30% on September 27, 2008, and 30% on September 27, 2009

2. Options vest 40% on May 25, 2008, 30% on May 31, 2009, and 30% on May 30, 2010

3. Options vest 40% on July 16, 2009, 30% on July 16, 2010, and 30% on July 16, 2011

4. Share equivalent units vest 100% on September 27, 2009

5. Share equivalent units vest 100% on May 30, 2010

6. Share equivalent units vest 100% on May 8, 2011

7. Share equivalent units vest 100% on July 16, 2011

8. Each unit is the economic equivalent of one share of ConAgra Foods common stock and will be settled in ConAgra Foods common stock on the vesting date

	/s/ Patrick Douglas Linehan	01/20/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.